Law reviews, -- For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984).

53-8-2. Definitions.

As used in the Nonprofit Corporation Act [this article], unless the context otherwise requires, the term:

"corporation" or "domestic corporation" means a nonprofit corporation subject to the provisions of the Nonprofit Corporation Act, except a foreign corporation;

"nonprofit corporation" means a corporation no part of the income or profit of which is distributable to its members, directors or officers;

"articles of incorporation" means the original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger;

"bylaws" means the code of codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated;

"member" means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation of bylaws;

"board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated;

"insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its affairs;

"commission" or "corporation commission" means the stat corporation commission or its delegate;

"address" means:

the mailing address and the street address, if within a municipality; or

the mailing address and a rural route number and box number, if any, or the geographical location, using well-known landmarks, if outside a municipality;

"person" includes individuals, partnerships, corporations and other associations.

53-8-11. Members.

Am. Jur. 2d, A.L.R. and C.J.S. references. -- Right of member of nonprofit association or corporation to possession, inspection, or use of membership list, 37 A.L.R. 4th 1206.

53-8-23. Officers.

Every corporation organized under the Nonprofit Corporation Act [this article] shall have officers, with titles and duties as shall be staed in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws, and as many officers as may be necessary to enable the corporation tto sign instruments required under the Nonproit Corpoartion Act. One of the officers shall have the duty to record the proceedings of the meetings of the members and directors in a book to be kept for that purpose. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person.

The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.

The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.

53-8-25.1. Duties of directors.

A director shall perform his duties as a director including his duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director believes to be in or not opposed to the best interests of the corporation and with such care as an ordinarily prudent person would use under similar circumstances in a like position. In performing such duties, a director shall be entitled to rely on factual information, opinions, reports or statements including financial statements and other financial data in each case prepared or presented by:

one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

counsel, public accountants or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence; or

a committee of the board upon which the director does not serve, duly designated in accordance with a provision of the articles of incorporation or the bylaws as to matters within its designated authority, which committee the director reasonably believes to merit confidence, but the director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

53-8-25.2. Liability of directors.

No director of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director unless:

the director has breached or failed toerform the duties of the director's office in compliance with Section 53-8-25.1 NMSA 1978; and

the breach or failure to perform constitutes willful misconduct or recklessness.

The provisions of this section shall, however, only eliminate the liability of a director for action taken as a director or any failure to take action as a director at meetings of the board of directors or of a committee of the board of directors or by virtue of action of the directors without a meeting pursuant to Section 53-8-97 NMSA 1978, on or after the date when the provisions of this section become effective.

Except as otherwise provided in this section, no member of a board of directors of a nonprofit corporation as defined in the Nonprofit Corporation Act [this article] shall be held personally liable for any damages resulting from:

any negligent act or omission of an employee of that nonporift corporation;

any negligent act or omission of another director of that nonprofit corporation; or

any action taken as a director or any failure to take any action as a director unless:

the director has breached or failed to perform the duties of the director's office; and

the breach or failure to perform constitutes willful misconduct or recklessness.

The immunity provided in Subsection A of this section shall not extend to acts or omissions of directors of nonprofit corporations that constitute willful misconduct or recklessness personal to the director. The immunity is limited to actions taken as a director at meetings of the board of directors or a committee of the board of directors or by action of the directors without a meeting pursuant to Section 53-8-97 NMSA 1978.

A nonprofit corporation shall not transfer assets in order to avoid claims against corporate assets resulting from a judgement against the corporation. If a director votes to do so, the immunity provided by this section shall have no force or effect as to that director.

53-8-26. Indemnification of officers and directors.

Each corporation shall have the power to indemnify any director of officer or former director or officer of the corporation against reasonable expenses, costs, and attorneys' fees actually and reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been a director or officer. The indemnification may include any amounts paid to satisfy a judgement or to compromise or settle a claim. The director or officer shall not be indemnified if he shall be adjudged to be liable on the basis that he has breached or failed to perform the duties of his office and the breach or failure to perform constitutes willful misconduct or recklessness. Advance indemnification may be allowed of a director of officer for reasonable expenses to be incurred in connection with the defense of the action, suit or proceeding provided that the director or officer must reimburse the corporation if it is subsequently determined that the director or officer was not entitled to indemnification. Each corporation may make any other indemnification as authorized by the articles of incorporation or bylaws or by a resolution adopted after notice by the members entitled to vote. As used in this section "director" means any person who is or was a director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of any foreign or domestic corporation or nonprofit corporation, cooperative, partnership, joint venture, trust, other incorporated or unicorporated enterprise or employee benefit plan or trust.

53-8-27. Books and records.

Am. Jur. 2d, A.L.R. and C.J.S. references -- Right of member of nonprofit association or corporation to possession, inspection, or use of membership list.

53-8-31. Articles of Incorporation.

The articles of incorporation shall set forth:

the name of the corporation;

the period of duration, which may be perpetual;

the purpose for which the corporation is organized;

any provisions not inconsistent with law which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation;

the address of its initial registered office and the name of its initial registered agent at such address;

the number of directors constituting the inital board of directors and the names and addresses of the persons who have consented to serve as the initial directors; and

the name and address of each incorporator.

It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in the Nonporfit Corporation Act [this article].

Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.

53-8-82. Annual report.

Each domestic corporation and foreign corproation authorized to conduct affairs in New Mexico shall file, within the time prescribed by the Nonprofit Corporation Act [this article], on forms prescribed and furnished by the commission to the corporation not less than thirty days prior to the date such report is due, an annual report setting forth:

the name of the corporation and the state or country under the laws of which it is incorporated;

the address of the registered office of the corporation in New Mexico, and the name opf its registered agent in this state at such address, and, in the case of a foreign corporation, the address of its registered office in the state or country under the laws of which it is incorporated and the address of the principal office of the corporation, if different from the address of the registered office;

a brief statement of the character of the affiars which the corporation is actually conducting, or, in the case of a foreign corporation, which the corporation is actually conducting in New Mexico; and

the names and respective addresses of the directors and officers of the corporation.

The report shall be signed and sworn to by any two of its directors or officers, If the corporation is in the hands of a receiver or trustee, the report shall be executed on behalf of the corporation by the receiver or trustee. A copy of the report shall be maintained at the corporation's principal place of business as contained in the report and shall be made available to the general public for inspection during regular business hours.

The annual report of a domestic or foreign corporation shall be delivered to the corporation commisssion on or before the fifteenth day of the fifth month following the end of its taxable year, except that the first annual report of a domestic or foreign corporation shall be filed within thirty days of the date on which its certificate of incorporation or its certificate of authority, as the case may be, was issued by the corporation commission.

A supplemental report shall be filed with the commission, within thirty days, if, after the filing of the annual reprot required under the Nonprofit Cororation Act [this article], a change is made:

the name of the corporation;

the mailing address, street address or the geographical loaction of its registered office in this state and the name of the agent upon whom process against the corporation may be served;

the name or address of any of the directors or officers of the corporation or the date when the term of office of each expires; or

the character of its business and its principal place of business within or without the state.

Proof to the satisfaction of the commission that prior to the due date of any report required by Subsection A or B of this section the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed compliance with the requirements of this section. If the commission finds that the report conforms to the requirements of the Nonprofit Corporation Act, it shall file the same. If the commission finds that it does not so conform, it shall promptly return the report to the corporation for any necessary corrections, in which event the penalties prescribed for failure to file the report within the time provided shall not apply, if the report is corrected to conform to the requirements of the Nonprofit Corporation Act and returned to the commission within thirty days from the date on which it was mailed to the corporation by the commission.

The commission may, upon application by the nonprofit corporation and for good cause shown, extend, for no more than a total of twelve months, the date on which any return required by the provisions of the Nonprofit Corporation Act must be filed or the date on which the payment of any fee is required, but no extension shall prevent the accrual of itnerest as otherwise provided by law. The commission shall, when an extension of time has been granted a nonprofit corporation under the United States Internal Revenue Code for the time in which to file a return, grant the corporation the same extension of time to file the required return and to pay the required fees, provided that a copy of the approved federal (missing pages)

53-8-8. Registered office and registered agent.

Each corporation shall have and continuously maintain in New Mexico:

a registered office which may be, but need not be, the same as its principal office; and

a registered agent, which agent may be either an individual resident in New Mexico whose business office is identical with such registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or co nduct affairs in New Mexico, having an office identical with such registered office.

53-8-9. Change of registered office or registered agent.

A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the corporation commission a statement setting forth:

the name of the corporation;

the address of its then registered office;

if the address of its registered office be changed, the address to which the registered office is to be changed;

the name of its then registered agent;

if its registered agent be changed:

the name of its successor registered agent; and

an affidavit executed by the successor registered agent in which he acknowledges his acceptance of the appointment by the filing corporation as its registered agent, if the agent is an individual, or an affidavit executed by the president of vice president of a corporation which is the successor registered agent in which the officer acknowledges the corporation's acceptance of the appointment by the filing corporation as its registered agent, if the agent is a corporation;

that the address of its registered office and the address of the office of its registered agent, as changed, will be identical; and

that such change was authorized by resolution duly adopted by its board of directors

The statement under the provisions of Subsection A of this section shall be executed by the corporation by its president or a vice president and delivered to the corporation commission. If the corporation commission finds that the statement onforms to the provisions of the Nonprofit Corporation Act [this article], it shall file the statement in the office of the corporation commission, and upon such filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective.

Any registered agent of a corporation may resign as a gent upon filing a written notice thereof, executed in duplicate, with the corporation commission, which shall forthwith mail a copy thereof to the corporation in care of an officer, who is not the resigning registered agent, at the address of the officer shown by the most recent annual report of the corporation. The appointment of the agent shall terminate upon the expiration of thiry days after receipt of the notice by the corporation commission.

53-8-11. Members.

A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set forth in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership therein.

53-8-12. Bylaws.

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation.

The initial bylaws and any subsequent bylaws whether by amendment, repeal or new adoption shall be executed by the corporation's cheif officer and by its secretary or assistant secretary and filed with the commission. Such bylaws shall be void until filed with the commission.

53-8-13. Meetings of Members.

Meetings of members shall be held at such place, either within or without New Mexico as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in New Mexico.

An annual meeting of the members shall be held at such time as may be provided in the bylaws. If the annual meeting is not held within any thirteen-month period, the district court may, on the application of any member, order a meeting to be held. However, failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meetings.

53-8-14. Notice of members' meetings; waiver.

Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when depoisted in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

Attendance at any meeting by a member shall constitute a waiver of notice of the meeting, except where a member attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

53-8-15. Voting.

The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.

A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.

The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his vote and to give one candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of candidates.

If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power.

53-8-16. Quorum.

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by the Nonprofit Corporation Act [this article], the articles of incorporation or the bylaws.

53-8-17. Board of directors.

The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of New Mexico or members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors.

53-8-18. Number and election of directors.

The number of directors of a corporation shall be not less than three. Subject to such limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.

The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, the directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.

Directors may be divided into clases and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he is elected or appointed and until his successor shall have been elected or appointed and qualified.

A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation or the bylaws.

53-8-19. Vacancy.

Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less thana a quorum of the board of directors, unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner, in which case such provision shall control.

A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office.

Any directorsihp to be filled by reason of an increase in the number of directors may be filled by the board of directors for a a term of office continuing only until the next election of directors.

53-8-20. Quorum of directors.

A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of greater number is required by the Nonprofit Corporation Act [this article], the articles of incorporation or the bylaws.

A quorum, once attained at a meeting, shall be deemed to continue until adjournment, notwithstanding the voluntary withdrawwal of enough directors to leave less than a quorum.

53-8-21. Committees.

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors. The committees, to the extent provided in the resolution, in the articles of incorporation or in the bylaws of the corporation, shall have and exercise all the authority of the board of directors, except that no committee shall have the authority of the board of directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any committee or any director or officer of the corporation; amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him by law.

53-8-22. Directors' meetings.

Meetings of the board of directors, regular or special, may be held either within or without New Mexico and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need to specified in the notice or waiver of notice of the meeting unless required by the bylaws. Except as otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committtee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute a presence in person at a meeting.

53-8-23. Officers.

The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the article[s] of incorporation or the bylaws. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary.

The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex-officio members of the board of directors.

The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.

53-8-24. Removal of officers.

Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever, in their judgement, the best interest of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

53-8-25. Liability.

The directors, officers, employees and members of the corporation shall not be personally liable for the corporation's obligations.

53-8-26. Indemnification of officers and directors.

Each corporation shall have the power to indemnify any director or officer or former director or officer of the corporation against expenses, costs, and attorneys' fees actually and reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been a director or officer. The indemnification may include any amounts paid to satisfy a judgement or to compromise or settle a claim. The director or officer shall not be indemnified if he is guilty of negligence or misconduct in the performance of his duties as a director or officer. Advance indemnification may be allowed of a director or officer for expenses to be incurred in connection with the defense of the action, suit or proceeding, provided, that the director or officer must reimburse the corporation if it is subsequently determined that the director or officer was not entitled to indemnification by reason of negligence or misconduct in the performance of his duties. Each corporation may make any other indemnification as authorized by the articles of incorporation or bylaws or by a resolution adopted after notice by the members entitled to vote.

53-8-27. Books and records.

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors. Each corporation shall keep at its registered office or principal office in New Mexico a record of the names and addresses of its members entitled to vote. All books and records of a corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

53-8-30. Incorporators.

One or more persons, including profit and nonprofit corporations, may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the corporation commission.

53-8-31. Articles of incorporation.

The articles of incorporation shall set forth:

the name of the corporation;

the period of duration, which may be perpetual;

the purpose or purposes for which the corporation is organized;

any provisions, not inconsistent with law, which the incorporator elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distributuion of assets on dissolution or final liquidation;

the address of its initial registered office, and the name of its initial registered agent at such address;

the number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors; and

the name and address of each incorporator.

It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in the Nonprofit Corporation Act [this article].

Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.

53-8-32. Filing of articles of incorporation.

Duplicate originals of the articles of incorporation and an affidavit executed by the designated registered agent in which he acknowledges his acceptance of the appointment by the filing corporation as its registered agent, if the agent is an individual, or an affidavit executed by the president or vice president of a corporation which is the designated registered agent in which the officer acknowledges the corporation's acceptance of the appointment by the filing corporation as its registered agent, if the agent is a corporation shall be delivered to the corporation commission. If the commission finds that the articles of incorporation and the affidavit conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act [this articles]:

endorse on each of the duplicate originals the word "Filed" and the month, day and year of the filing thereof;

file on of the duplicate originals and the affidavit in the office of the corporation commission; and

issue a certificate of incorporation to which shall be affixed the other duplicate original.

The certificate of incorporation, together with the duplicate original of the articles of incorporation affixed thereto by the corporation commission, shall be returned to the incorporators or their representative.

53-8-34. Organization meetings.

An organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without New Mexico, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The incorporators calling the meeting shall give at least three days' notice thereof by mail to each director so named. The notice shall state the time and place of the meeting. The notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the corporation, with postage thereon prepaid.

A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days' notice, for the purpose stated in the notice of the meeting.

53-8-35. Right to amend articles of incorporation.

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under the Nonprofit Corporation Act [this article].

53-8-36. Procedure to amend articles of incorporation.

Amendments to the articles of incorporation shall be made in the following manner:

if there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or special meeting. Written notice setting forth the proposed amendment, or a summary of the changes to be effected thereby, shall be given to each member entitled to vote at the meeting within the time and in the manner provided in the Nonprofit Corporation Act [this article] for the giving of notice of meetings of members. The proposed amendment shall be meeting or represented by proxy are entitled to cast; or

if there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

Any number of amendments may be submitted and voted upon at any one meeting.

53-8-37. Articles of amendment.

The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary and shall set forth:

the name of the corporation;

the amendment so adopted;

if there are members entitled to vote thereon:

a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least two-thirds of the votes which members present at the meeting or represented by proxy were entitled to cast; or

a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and

if there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.

53-8-39. Restated articles of incorporation.

A domestic corporation may at any time restate its articles of incorporation as amended.

Upon approval by a majority of the directors in office, restated articles of incorporation shall be executed in duplicate by the corporation by its president or vice president and by its secretary or assistant secretary and shall set forth:

the name of the corporation;

the period of its duration;

the purpose or purposes which the corporation is authorized to pursue; and

any other provisions, not inconsistent with law, which are then set forth in the articles of incorporation as amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors or its incorporators.

The restated articles of incorporation shall state that they correctly set forth the provisiions of the articles of incorporation as amended, that they have been duly approved as required by law and that they supersede the original articles of incorporation and all amendments thereto.

Duplicate originals of the restated articles of incorporation shall be delivered to the corporation commission. If the commission finds that the restated articles confrom to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act [this article]:

endorse on each of the duplicate originals the word "Filed" and the month, day and year of the filing thereof;

file one of the duplicate originals in the office of the corporation commission; and

issue a restated certificate of incorporation to which shall be affixed the other duplicate original.

The restated certificate of incorporation, together with the duplicate original of the restated articles of incorporation affixed thereto by the corporation commission, shall be returned to the corporation or its representative.

Upon the issuance of the restated certificate of incorporation by the corporation commission, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto.

53-8-95. Greater voting requirements.

Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by the Nonprofit Corporation Act [this article], the provisions of the articles of incorporation or bylaws shall control.

53-8-96. Waiver of notice.

Whenever any notice is required to be given to any member or director of a corporation under the provisions of the Nonprofit Corporation Act [this article] or under the provisisons of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

53-8-97. Action by members or directors without a meeting.

Any action required by the Nonprofit Corporation Act [this article] to be taken at a meeting of the members or directors of a corporation or any action which may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be.

The consent as provided for in Subsection A of this section shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the corporation commission under the Nonprofit Corporation Act.